Aegis Advises Shareholders to Reject Bollore Proposal

Warns Against 'Creeping Control'; Schedules 'Extraordinary' Meeting

NEW YORK (AdAge.com) -- Aiming to once again defeat the maneuvers of its largest shareholder, Vincent Bollore, from gaining seats on its board, Aegis Group today advised its shareholders to vote against a proposal from the French financier.
French financier (and Havas chairman) Vincent Bollore controls 29.3% of Aegis shares. Credit: AP
'Extraordinary' meeting
The strongly worded recommendation, which warns against any shareholder exercising "creeping control" of the London media company without paying a full and fair price, came in conjunction with an announcement that Aegis will hold an "extraordinary" general meeting, requested by Mr. Bollore, on Nov. 22.

Mr. Bollore, through his company Groupe Bollore, controls 29.3% of Aegis shares. His nominees are Philippe Germond, a former executive at telecommunications-equipment maker Alcatel, and Roger Hatchuel, the former owner of the Cannes Lions International Advertising Festival. Under U.K. law, any shareholder owning more than 10% of a company can request a shareholders' meeting to vote on particular issues. Once Mr. Bollore owns more than 30% of the company, he is required by law to make a bid for it.

Second time around
This is the second time this year that Aegis shareholders have had to respond to Mr. Bollore's demands, and the second time that Aegis has opposed his nominees. In June, at Aegis' annual general meeting, owners of Aegis shares defeated resolutions nominating the same two men to the board. According to Aegis, 94% of non-Groupe Bollore shareholders voted against the request.

Aegis' reasons for guiding its shareholders against Mr. Bollore's nominees have not changed since the summer. The company believes that any nominee put forward by Groupe Bollore has an "overriding conflict of interest" that makes the nominee inappropriate to act as a director. Mr. Bollore, through his company, owns a large share of French advertising holding company Havas, of which he is also chairman. Havas owns a competing media agency, MPG; Aegis maintains that any director successfully nominated by Mr. Bollore would be privy to information about its strategy and plans, which wouldn't serve Aegis shareholders well.

No finger-pointing
Aegis also said its board opposes adding directors it believes may favor one shareholder group over the interests of shareholders as a whole. In the shareholders' notice released today, Aegis seemed to take pains to avoid pointing fingers directly at Mr. Bollore, saying it "will always resist the efforts of any particular shareholder who seeks to exercise any form of undue influence or creeping control over the company without offering a full and fair price to all shareholders for that privilege."

Aegis urged all shareholders to vote at the coming meeting, noting that at the meeting in June, only 76.6% of outstanding shares were voted -- 31.9% were cast in favor of the Groupe Bollore resolutions and 44.7% against -- and any reduction in turnout "could see" Groupe Bollore's resolutions approved. "Your vote is ... vital: Every vote exercised against Groupe Bollore's resolutions will increase the hurdle that Groupe Bollore is required to cross," Aegis told shareholders.